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Filed by: Millennium Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Millennium Pharmaceuticals, Inc.
Commission File No. 000-28494
March 20, 2000
Dear MPMx stockholder,
I am sending this to you to serve several purposes.
The first is to congratulate all of us on the upcoming merger of MPMx
and Millennium. I am very confident that we will continue to be successful in
helping to build Millennium together - with those of us at MPMx working with
Millennium to change the practice of medicine through diagnomics-TM-,
pharmacogenomics and patient management.
The second purpose of this letter is to explain what will happen to
your MPMx stock or stock option grants as a result of the merger. All of the
information about share amounts and prices in this letter refers to MPI shares
BEFORE the 2 for 1 stock split, which is expected to be effective April 18,
2000. The MPI shares you receive in this transaction will be adjusted for the
stock split. You can refer to the information posted on Messenger MFC for more
details.
MPMX SHARES - CONVERSION
Your MPMx options (or shares if you exercised early) will be converted
to MPI options or stock at the time of the closing. We estimate that
the closing will happen at the end of April or beginning of May. The
time delay is necessary because Millennium is required to file an
information statement with the Securities and Exchange Commission in
order to register the MPI shares it is issuing in exchange for MPMx
stock.
At the time of the closing, you will receive options or shares in MPI
at a ratio of one MPI share for five MPMx shares. For example, an
employee who held options priced at $.90 to purchase 1,000 shares of
MPMx, would, upon closing, have options to purchase 200 shares of MPI
at an exercise price of $4.50 each. Vesting for these shares would
continue on the same vesting schedule as the original MPMx grant. Any
vested shares could be sold immediately.
Finally, under Delaware law (Section 228(d) of the General Corporation
Law) we have an obligation to provide a notice to MPMx shareholders that an
Agreement and Plan of Merger among MPMx, Millennium Pharmaceuticals, Inc.
("MPI") and an acquisition subsidiary of MPI was approved by written consent of
the MPMx shareholders on March 1, 2000. This consent provided that MPMx will be
merged with MPI's acquisition subsidiary (and it will be renamed "Millennium
Predictive Medicine, Inc.") This letter fulfills our legal requirement to
provide notice.
I thank all of you for your contributions towards MPMx' success, and
look forward to continuing to work together with you in the future.
Sincerely,
Ken Conway
President
Millennium Predictive Medicine, Inc.
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NOTE:
Millennium Pharmaceuticals expects to file an information
statement/prospectus under the Securities Act of 1933 with respect to the
business combination described herein. Investors are urged to read the relevant
documents filed or to be filed with the Securities and Exchange Commission
because they contain important information. Investors may obtain these documents
for free at the web site maintained by the Securities and Exchange Commission at
http://www.sec.gov. In addition, any such documents, excluding exhibits, may be
obtained from Millennium Pharmaceuticals without charge by requesting them in
writing or by telephone at the following address: Investor Relations, Millennium
Pharmaceuticals, Inc., 75 Sidney Street, Cambridge, MA 02139; Telephone: (617)
679-7000.
